1. For the legal relationships between the supplier (= 3Dstrong) and the customer in connection with the deliveries and / or services of the supplier, these general terms of delivery apply exclusively. The mutually consistent written declarations are authoritative for the scope of the deliveries. Deviations and additions to these conditions must be made in writing.
2. General terms and conditions of the customer only apply to the extent that the supplier has expressly agreed to them in writing. Deviating or supplementary conditions of the customer, even if the supplier is aware, will not become part of the contract either in whole or in part, even if they are not expressly contradicted in individual cases. The acceptance of deliveries or services as well as payments does not imply approval.
3. The granting of rights or the inclusion of third parties in the contractual relationship requires the prior consent of the supplier.
4. In addition to the following terms and conditions, the statutory provisions of the Federal Republic of Germany apply. This also applies to legal relationships with foreign clients. The application of the UN sales law is excluded.
II. Conclusion of the contract
1. All offers made by the supplier are non-binding with regard to prices, quantities, terms of delivery and ancillary services, unless the offer expressly states something else. Contracts are only concluded through a written order confirmation or actual service provision and are based solely on their content.
2. Offers made to the customer may not be made accessible to third parties unless the supplier has given written approval.
3. Promises, agreements, assurances or guarantees made by employees of the supplier in connection with the conclusion of the contract only become effective after written confirmation by the supplier.
4. Even after the order has been confirmed, the supplier reserves the right to make minor adjustments to the specification of the offer due to technical or legal reasons as well as future market requirements.
III. Prices, terms of payment, Late payment
1. Unless otherwise agreed, the prices are EX WORKS Hamburg (Incoterms® 2020) plus the applicable sales tax. Until the conclusion of the contract, price offers are only non-binding guide prices. The prices are based on the cost factors applicable when the contract was concluded.
2. Unless otherwise agreed, payments are due net within 14 days of receipt of the invoice.
3. The payment period begins as soon as the delivery has been made in full and the properly issued invoice has been received.
4. If the payment term is exceeded, the supplier shall charge interest from the default of 8 percentage points above the respective base rate. The assertion of further default damages remains reserved.
5. The customer is only entitled to set-off or retention rights if the counterclaims are undisputed, have been legally established or are expressly recognized by the supplier.
IV. Terms of delivery, delay in performance, partial delivery
1. Compliance with delivery deadlines requires the timely receipt of all documents, necessary permits and releases to be supplied by the customer, in particular of the necessary materials (files, documents, drawings, images, graphics, software on data carriers), as well as compliance with the agreed terms of payment and other obligations by the customer. If these requirements are not met, the deadlines are extended for a reasonable period of time; this does not apply if the supplier is responsible for the delay.
2. In the event of a recognizable delay in performance, the customer must be informed immediately and his decision sought. Delay in performance, which is based on the type of dispatch, does not entitle to a reduction in the invoice, refusal of acceptance or the like.
3. If the deadline cannot be met due to the events listed in ad, the delivery deadline is extended appropriately.
a. Force majeure e.g. war, terrorist acts, riot, lack of energy and raw materials or similar events (e.g. strike, lockout, operational disruptions, traffic obstacles),
b. Virus and other attacks by third parties on the IT system of the supplier, insofar as these took place despite compliance with the usual care with protective measures,
c. Obstacles due to German, US American and other applicable national EU or international regulations of foreign trade law or due to other circumstances for which the supplier is not responsible, or
d. Failure to deliver to the supplier on time or in the correct manner.
4. Both claims for damages by the customer due to delay in performance and claims for compensation instead of performance are excluded in all cases of delay in delivery, even after a grace period has expired. This does not apply to intentional, grossly negligent breach of duty by the supplier and to injury to life, limb or health. Withdrawal from the contract in accordance with the statutory provisions is only possible if the supplier is responsible for the delay in performance. A change in the burden of proof to the detriment of the customer is not associated with the above regulations.
5. Delay in delivery does not entitle the customer to withdraw from the contract or to refuse acceptance.
6. Part deliveries and part services within the agreed delivery and service times are permitted if this is reasonable for the customer.
V. Shipping conditions, transfer of risk
1. Shipping is always EX WORKS Hamburg (Incoterms® 2020), unless otherwise agreed in writing.
2. If, in deviation from Section 1, the goods are dispatched through collection by the customer, the goods will be handed over without checking the authorization of the person responsible for collecting the goods; this does not give rise to any claims by the purchaser against the supplier due to incorrect delivery.
VI. Retention of title
1. The delivery items (goods subject to retention of title) remain the property of the supplier until all claims against the customer arising from the business relationship have been met. This also applies to future and conditional claims. In particular, ownership only passes to the purchaser if and to the extent that the supplier is released from all contingent liabilities from the purchaser that the supplier has entered into in the interests of the purchaser, in particular when using the bill of exchange / check procedure.
2. The customer is obliged to treat the reserved goods delivered by the supplier with care.
3. The customer may neither pledge nor assign by way of security the reserved goods owned by the supplier. The resale of the reserved goods delivered under retention of title is strictly prohibited.
4. In the context of insolvency and settlement proceedings, the purchaser is obliged to identify the goods subject to retention of title to any third party prior to initiating the procedure, e.g. by means of signs as the property of the supplier.
5. As long as the supplier has a claim, he is entitled to request information from the customer at any time as to which goods subject to retention of title are still in his possession and where these are located. The supplier is also entitled to inspect these reserved goods at any time and to retrieve them.
6. In the event of seizure, confiscation or other interventions by third parties, the customer must immediately notify the supplier in writing. If a legitimate interest is substantiated, the customer must immediately provide the supplier with the information required to assert his rights against the customer and hand over the necessary documents.
7. The processing or transformation of the reserved goods delivered by the supplier under retention of title is carried out by the customer without any liabilities arising from this. If the reserved goods delivered by the supplier under retention of title are processed with other items that do not belong to the supplier, the supplier acquires co-ownership of the new item in the ratio of the value of the reserved goods delivered by him to the other processed items at the time of processing.
VII. Warranty, notification of defects
1. We reserve the right to deviate from the goods in terms of material quality, tint, dimensions and the like. We reserve the right to make dimensional differences in the goods that arise from the shrinkage or expansion of the materials used or from the geometry of the data.
2. Deviations in the goods, which subsequently arise through external influences such as weather, light, moisture, etc., only lead to warranty claims if the supplier is responsible for these due to improper work.
3. Goods that are manufactured according to the customer’s drafts or data are only subject to the guarantee that the goods correspond to the documents provided by the customer. The suitability of the goods for the purpose specified by the customer is not guaranteed.
4. The warranty period is one year from the transfer of risk or, if acceptance is required, from acceptance; The same applies to withdrawal and reduction. This period does not apply if the law in accordance with §§ 438 Para. 1 no. 2, 479 para. 1 and § 634a Para. 1 no. 2 BGB prescribes longer deadlines, as well as in the event of injury to life, limb or health or from willful or grossly negligent breaches of duty by the supplier or his vicarious agents.
5. Claims of the customer due to a defect can only be asserted if the customer has duly fulfilled his inspection and complaint obligations under Section 377 of the German Commercial Code (HGB). The delivered items are to be carefully examined immediately after delivery to the customer or to a third party appointed by him. They are deemed to have been approved if the supplier issues a notice of defects with regard to obvious defects or other defects that were recognizable from an immediate, careful inspection within seven working days after delivery of the delivery item, or otherwise within seven working days after the defect was discovered or the time at which the defect was noticeable to the purchaser in normal use of the delivery item without closer examination, and has not been reported to the supplier in writing. The receipt of this complaint by the supplier is decisive for the timeliness. If the complaint is not made or if it is delayed, the customer loses his claims due to any defects in the purchased item.
6. In the event of a defect, the supplier is initially entitled to choose either to remedy the defect or to deliver a defect-free item. The supplier is to be given the opportunity to provide supplementary performance within a reasonable period of time. In the case of a replacement delivery, the customer is obliged to return the defective item. If the supplementary performance fails, the customer can withdraw from the contract or reduce the price.
7. Claims by the purchaser due to the expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the object of the delivery is subsequently moved to a location other than the purchaser’s branch has been moved, unless the shipment corresponds to its intended use.
8. The purchaser’s recourse claims against the supplier in accordance with Section 478 of the German Civil Code exist only insofar as the purchaser has not made any agreements with his customer that go beyond the statutory claims for defects.
9. Warranty claims are excluded insofar as deterioration of the goods is based on natural wear and tear or improper handling of the goods. This applies in particular to deterioration that occurs due to improper subsequent improvement by the customer or unauthorized third parties. Liability for material defects is excluded for defects that are based on incorrect handling, improper assembly, installation or further processing, non-compliance with operating and / or maintenance instructions or natural wear and tear. A change in the burden of proof to the detriment of the customer is not associated with the above regulations. Further claims of the customer than those in this VII. Due to a material defect are excluded
10. In the production of prototypes and samples for the buyer, only section VII subsection VII.3 applies. Applies. There is no guarantee for samples and prototypes.
1. The supplier pays compensation for whatever legal reason only:
a. in the case of willful intent or fraudulent misrepresentation in the full amount; in the case of gross negligence or in the absence of a guarantee despite the assumed guarantee, only in the amount of the foreseeable damage that should be prevented by the duty of care or the guarantee;
b. In other cases only due to a breach of an essential duty, if the purpose of the contract is jeopardized, due to delay and impossibility, always limited to typical direct damage that was foreseeable at the time the contract was concluded and the amount limited to the total remuneration of the contract. The supplier is not liable for consequential damage caused by slight negligence, other indirect damage and lost profit.
2. The objection of contributory negligence remains open. Liability for all other damage is excluded, whereby statutory liability for personal injury and under the Product Liability Act remains unaffected.
3. As far as claims for damages according to this article are due, these expire within one year from the start of the statutory limitation period. This does not apply to liability due to intent, gross negligence, injury to life, limb or health or fraudulent concealment of a defect or claims under the Product Liability Act.
IX. Industrial property rights and copyrights
1. The supplier reserves his unlimited property and copyright rights of exploitation to cost estimates, drawings and other documents. The documents may only be made available to third parties with the prior consent of the supplier and must be returned to the supplier immediately upon request if the order is not placed with the supplier. Sentences 1 and 2 apply accordingly to the purchaser’s documents; however, these may be made available to third parties to whom the supplier has authorized deliveries.
2. The customer exempts the supplier from all claims by third parties due to infringement of industrial property rights in connection with documents or data supplied by him.
X. Data storage
Personal data is stored within the framework of the Federal Data Protection Act within the meaning of Section 33 BDSG and processed in connection with business transactions.
XI. Applicable law, place of jurisdiction
1. If the customer is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the supplier’s headquarters in Hamburg. However, the supplier is also entitled to sue at the place of business of the customer.
2. These terms and conditions and the related orders / commissions / etc. including their interpretation are subject to German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).